GSCE Goldman Sachs Group Inc (PK)

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Contingent Downside

Principal at Risk Securities Linked to a Basket due January 5, 2027

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

Underwriting discount:

up to 2.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.325% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.75% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells.

Market measure:

A weighted basket (the “basket”) comprised of the following basket components (each referred to as a “basket component,” and collectively as the “basket components”). For each basket component, its current Bloomberg ticker and weighting percentage are set forth below:

Basket Component

Current Bloomberg Ticker

Weighting Percentage

The Class A common stock of Alphabet Inc.

GOOGL UW

16.666%

The common stock of Apple Inc.

AAPL UW

16.666%

The common stock of Amazon.com, Inc.

AMZN UW

16.666%

The Class A common stock of Meta Platforms, Inc. (formerly Facebook, Inc.)

META UW

16.666%

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

The common stock of Microsoft Corporation

MSFT UW

16.666%

The common stock of NVIDIA Corporation

NVDA UW

16.67%

Pricing date:

expected to be December 30, 2024

Hypothetical Payout Profile*

Issue date:

expected to be January 3, 2025

*assumes a call premium of 10.00% of the face amount.

If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the basket closing level on the call date significantly exceeds the starting level. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the basket at the upside participation rate.

If the securities are not automatically called and the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the basket and will lose more than 30%, and possibly all, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated December 17, 2024, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.

The securities are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:

Calculation day:

expected to be December 30, 2026

Stated maturity date:

expected to be January 5, 2027

Starting level:

100

Basket closing level:

on the call date or the calculation day, the product of (i) 100 times (ii) the sum of (a) 1 plus (b) the sum of the products, as calculated for each basket component, of: (1) its basket component return on such day multiplied by (2) its weighting percentage.

Ending level:

the basket closing level on the calculation day

Basket return:

ending level – starting level

             starting level

Initial basket component price:

with respect to a basket component, the stock closing price of such basket component on the pricing date

Basket component return:

for the call date or the calculation day, the “basket component return” with respect to a basket component is the percentage change from its initial basket component price to its stock closing price on that day, measured as follows:

(stock closing price on such day – initial basket component price) / initial basket component price

Upside participation rate:

125.00%

Threshold level:

70% of the starting level

Threshold amount:

30%

Call date:

expected to be January 5, 2026

Call premium:

at least 10.00% of the face amount (at least $100.00 per security)

Call settlement date:

three business days after the call date

Automatic call:

if the basket closing level on the call date is greater than or equal to the starting level, the securities will be automatically called, and on the call settlement date the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to $1,000 plus the call premium.

Payment amount at maturity (for each $1,000 face amount of your securities):

$1,000 × basket return × upside participation rate;

$1,000 + ($1,000 × basket return)

CUSIP:

40058G5X5

The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

About Your Securities

Risk Factors

Risks Related to Structure, Valuation and Secondary Market Sales

Risks Related to Tax